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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
MEADOW VALLEY CORPORATION
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Carpe Diem Capital Management LLC
111 South Wacker Drive, Suite 3950
Chicago, Illinois 60606
Attention: John Ziegelman
Telephone: (312) 803-5010
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
with copy to:
Greenberg Traurig, LLP
77 West Wacker Drive
Chicago, Illinois 60601
Attention: Peter H. Lieberman, Esq.
Telephone: (312) 456-8400
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a Statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D and is filing this Schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed
for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject
to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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CUSIP No. |
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583185103 |
SCHEDULE 13D/A |
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2 |
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of |
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9 Pages |
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1. |
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NAME OF REPORTING PERSON:
Carpe Diem Capital Management LLC |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) þ |
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(b) o |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS |
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OO |
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5. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7. |
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SOLE VOTING POWER |
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NUMBER OF |
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0 (see Item 5) |
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SHARES |
8. |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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380,530 (see Item 5) |
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EACH |
9. |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 (see Item 5) |
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WITH |
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SHARED DISPOSITIVE POWER |
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380,530 (see Item 5) |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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380,530 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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7.3% OF COMMON STOCK(1) |
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14. |
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TYPE OF REPORTING PERSON |
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IA, OO |
(1) Based on 5,180,654 shares of Common Stock of Meadow Valley Corporation outstanding on September 16, 2008, as reported in the Schedule 14A filed by the Issuer on September 19, 2008.
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CUSIP No. |
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583185103 |
SCHEDULE 13D/A |
Page |
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3 |
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of |
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9 Pages |
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1. |
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NAME OF REPORTING PERSON:
John D. Ziegelman |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) þ |
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(b) o |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS |
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OO |
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5. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7. |
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SOLE VOTING POWER |
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NUMBER OF |
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0 (see Item 5) |
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SHARES |
8. |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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380,530 (see Item 5) |
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EACH |
9. |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 (see Item 5) |
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WITH |
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SHARED DISPOSITIVE POWER |
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380,530 (see Item 5) |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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380,530 |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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7.3% OF COMMON STOCK(1) |
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14. |
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TYPE OF REPORTING PERSON |
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IN |
(1) Based on 5,180,654 shares of Common Stock of Meadow Valley Corporation outstanding on September 16, 2008, as reported in the Schedule 14A filed by the Issuer on September 19, 2008.
SCHEDULE 13D/A
Carpe Diem Capital Management LLC, a Delaware limited liability company f/k/a CD Capital
Management LLC (''CD Capital), and John D. Ziegelman (''Mr. Ziegelman, and
collectively with CD Capital, the ''Reporting Persons), are jointly filing this Amendment
No. 8 relating to the Statement of Beneficial Ownership on Schedule 13D, as filed with the
Securities and Exchange Commission (the Commission) on March 15, 2007, as amended by
Amendment No. 1 thereto filed with the Commission on June 8, 2007, Amendment No. 2 thereto filed
with the Commission on October 24, 2007, Amendment No. 3 thereto filed with the Commission on
October 24, 2007, Amendment No. 4 thereto filed with the Commission on November 6, 2007, Amendment
No. 5 thereto filed with the Commission on December 21, 2007, Amendment No. 6 thereto filed with
the Commission on December 28, 2007, and Amendment No. 7 thereto filed with the Commission on April
11, 2008 (collectively, the Schedule 13D).
Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized
terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule
13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended to add the following information for updating as of
the date hereof:
Schedule A to this Amendment No. 8 to the Schedule 13D reflects all transactions in securities
of the Issuer that have been made in the last sixty (60) days. All purchases and sales of Common
Stock reflected on Schedule A to this Amendment No. 8 to the Schedule 13D were made in open market
transactions, and in the case of purchases, with investment funds in accounts under management on
behalf of CD Capital, which may, at any given time, include margin loans made by brokerage firms in
the ordinary course of business. The total amount of funds expended for such purchases reflected on
Schedule A to this Amendment No. 8 to the Schedule 13D was approximately $20,654.93, which was
expended entirely by CD Capital. These amounts are in addition to the amounts previously reported.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended to add the following information for updating as of
the date hereof:
The
Reporting Persons intend to vote all of their shares of Common Stock in favor of the proposal to adopt and approve the
Agreement and Plan of Merger, dated as of July 28, 2008, by and among the Issuer, Phoenix Parent
Corp., and Phoenix Merger Sub, Inc., as more fully described in the Schedule 14A filed by the
Issuer with the Commission on September 19, 2008.
The Reporting Persons expressly hereby reaffirm the reservation of all rights, options and
possible future actions heretofore disclosed by them in this Item 4 to the Schedule 13D.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER
Item 5 is hereby amended to add the following information for updating as of the date hereof:
As a result of the purchases and sales of shares of Common Stock as reflected on Schedule A to
this Amendment No. 8, the aggregate number of shares of Common Stock beneficially owned by the
Reporting Persons decreased to 380,530, representing approximately 7.3% of the shares of Common
Stock, based upon the 5,180,654 shares of Common Stock reported by the Issuer
to be outstanding as of September 16, 2008 in the Issuers Schedule 14A filed with the Commission
on September 19, 2008.
As a result of the transactions described in this Amendment No. 8 to the Schedule 13D, the
Reporting Persons may be deemed to beneficially own shares of Common Stock as follows:
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Number of |
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Approximate |
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Shares of |
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Percentage of |
Name of Reporting Person |
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Common Stock |
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Outstanding Shares |
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Mr. Ziegelman |
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380,530 |
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7.3 |
% |
CD Capital |
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380,530 |
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7.3 |
% |
SIGNATURE
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief,
the undersigned certify that the information set forth in this statement is true, complete and
correct.
DATED: October 14, 2008
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CARPE DIEM CAPITAL MANAGEMENT LLC
By: ZPII, L.P., its Managing Member
By: C3 Management Inc., its General Partner
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BY: |
/s/
John D. Ziegelman |
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Name: |
John D. Ziegelman |
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Title: |
President |
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/s/
John D. Ziegelman |
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JOHN D. ZIEGELMAN |
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SCHEDULE A
This schedule sets forth information with respect to each purchase and sale of Common Stock
which was effectuated by the Reporting Persons in the last sixty (60) days. All transactions were
effectuated in the open market through a broker.
Purchase (Sale) of Shares effected by the Reporting Persons for the account of CD Investment
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Number of Shares |
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Aggregate |
Date |
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Purchased (Sold) |
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Price Per Share($) |
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Price($)(1) |
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09/30/2008
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(100 |
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9.9950 |
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999.50 |
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10/08/2008
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495 |
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8.8350 |
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4,373.33 |
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10/10/2008
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(400 |
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8.4775 |
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3,391.00 |
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10/10/2008
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2,000 |
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8.1408 |
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16,281.60 |
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(1) |
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Excludes commissions and other execution-related costs. |